What is the statute of limitations for contract claims in Minnesota?

1. Written Contracts

Minnesota Statutes § 541.05(1)(1) provides a 6-year SOL for actions upon a contract or other obligation, express or implied, with certain exceptions.

2. Oral Contracts

Section 541.05(1)(1) also applies a 6-year SOL to oral contracts. Minnesota treats both contract types identically.

3. Sealed Instruments / Promissory Notes

Minnesota abolished the sealed-instrument distinction. Promissory notes use the 6-year SOL.

4. Sale of Goods (UCC Article 2)

Minn. Stat. § 336.2-725 (UCC § 2-725) provides a 4-year SOL for breach-of-sales claims from tender of delivery. Parties may shorten to 1 year by original agreement.

5. Open Account / Account Stated

Open accounts use the 6-year SOL under § 541.05. The clock runs from the last item charged.

6. Accrual Rule

The cause accrues at breach. Each missed installment under an installment contract starts its own SOL.

7. Discovery Rule for Fraudulent Concealment

Minnesota applies the discovery rule for fraud-based claims. Minn. Stat. § 541.05(1)(6) provides 6 years from discovery for fraud, and fraudulent concealment tolls SOL.

8. Tolling

Minn. Stat. § 541.15 tolls for minority and insanity. SCRA tolls for active military service. Defendant absence from Minnesota may toll under § 541.13.

9. Contractual Modification of SOL

Minnesota permits reasonable contractual shortening of SOL. Extensions are generally unenforceable before accrual.

10. Borrowing Statute

Minn. Stat. § 541.14 borrows the shorter SOL when the cause of action accrued in another state.

This is legal information, not legal advice.